SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lienhard Jerome T

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

(Street)

ATLANTA

30303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNTRUST BANKS INC [ STI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres & CEO, SunTrust Mortgage

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2015		S		3,547	D	$39.16	29,294	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	1,200.0619		1,200.0619	D
Phantom Stock⁽³⁾	⁽³⁾							02/14/2014	02/14/2022	Common Stock	2,282.854		2,282.854	D
Phantom Stock⁽⁷⁾	⁽⁷⁾							02/21/2015	⁽⁷⁾	Common Stock	2,315		2,315	D
Phantom Stock⁽⁷⁾	⁽⁷⁾							02/21/2016	⁽⁷⁾	Common Stock	2,315		2,315	D
Phantom Stock⁽⁷⁾	⁽⁷⁾							02/21/2017	⁽⁷⁾	Common Stock	2,316		2,316	D
Option⁽⁴⁾	$64.58							02/12/2011	02/12/2018	Common Stock	22,000		22,000	D
Option⁽⁴⁾	$9.06							02/10/2012	02/10/2019	Common Stock	40,400		40,400	D
Option⁽⁵⁾	$27.5							04/26/2014	04/26/2021	Common Stock	7,226		7,226	D
Option⁽⁵⁾	$32.27							02/08/2014	02/08/2021	Common Stock	19,050		19,050	D
Option⁽⁵⁾	$23.68							04/24/2015	04/24/2022	Common Stock	6,173		6,173	D
Option⁽⁶⁾	$27.41							02/26/2014	02/26/2023	Common Stock	6,748		6,748	D
Option⁽⁶⁾	$27.41							02/26/2015	02/26/2023	Common Stock	6,748		6,748	D
Option⁽⁶⁾	$27.41							02/26/2016	02/26/2023	Commons Stock	6,747		6,747	D
Option⁽⁶⁾	$21.67							⁽⁶⁾	02/14/2022	Common Stock	11,666		11,666	D

Explanation of Responses:

1. - Includes the following shares which are subject to forteiture: 3,186 shares which vest on 4/25/2015.

2. - The phantom stock units were acquired under the sunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.

3. Represents satisfaction of return on asset performance condition of performance-vested restricted stock units granted on 2/14/2012. Granted under the 2009 Stock Plan. Award will settle in shares in February, 2015.

4. - Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan

5. - Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan

6. - Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. One third of the award vest each year for three years.

7. Represents time-vested phantom stock granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. The restricted stock unit agreements contain tax withholding provisions which allow us to withhold units to satisfy tax withholding obligations. Units will be settled in shares.

Remarks:

	David A. Wisniewski, Attorney-in-Fact for Jerome T. Lienhard	01/28/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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